AMENDMENT TO THE PROFESSIONALLY MANAGED PORTFOLIOS CUSTODY AGREEMENT
AMENDMENT
TO THE
THIS AMENDMENT dated as of the
___ day of ________, 2009, to the Custody Agreement, dated as of June 22, 2006,
as amended, (the "Agreement") is entered into by and between Professionally Managed
Portfolios, a Massachusetts business trust (the "Trust"), on behalf of
its separate series, the Jordan
Opportunity Fund, and U.S. Bank National Association,
a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have
entered into a Custody Agreement; and
WHEREAS, the parties desire to
amend the series of the Trust to add a fund; and
WHEREAS, Article XIV, Section
14.2 of the Agreement allows for its amendment by a written instrument executed
by both parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit T
to the Agreement is hereby added and attached hereto.
Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
PROFESSIONALLY MANAGED | U.S. BANK N.A. |
PORTFOLIOS | |
By: ______________________________ | By: ________________________________ |
Name: Xxxxxx X. Xxxxxx | Name: Xxxxxxx X. XxXxx |
Title: President | Title: Vice President |
1
Exhibit
T
to
the
Name of
Series Date
Added
Jordan
Opportunity
Fund on
or after _________, 2009
Multiple Series Trust
DOMESTIC
CUSTODY SERVICES
FEE
SCHEDULE at ________, 2009
|
Annual Fee Based Upon Market Value Per
Fund*
1.00 basis
point on average daily market value
Minimum
annual fee per fund - $4,800
Plus
portfolio transaction fees
Portfolio
Transaction Fees
$ 7.00 per book
entry DTC transaction
$ 4.00 per
principal paydown
$ 6.00 per short
sale
$ 7.00 per US
Bank repurchase agreement transaction
$ 8.00 per
option/future contract written, exercised or expired
$10.00 per book
entry Federal Reserve transaction
$15.00 per mutual
fund trade
$25.00 per
physical transaction
$
5.00 per
disbursement (waived if U.S. Bancorp is Administrator)
$
6.00
per Fed Wire
$15.00 per margin
variation Fed wire
$150.00 per
segregated account per year
· A
transaction is a purchase/sale of a security, free receipt/free delivery,
maturity, tender or exchange.
· No
charge for the initial conversion free receipt.
· Overdrafts
– charged to the account at prime interest rate plus 2.
Plus
Out-Of-Pocket Expenses – Including but not limited to expenses
incurred in the safekeeping, delivery and receipt of securities, shipping,
transfer fees, extraordinary expenses based upon complexity, and all other
out-of-pocket expenses.
Fees
are billed monthly.
*
Subject to annual CPI increase, Milwaukee
MSA.
|
Advisor’s
Signature below acknowledges approval of the domestic custody fee schedule on
this Exhibit T.
Windowpane
Advisors, L.L.C.
By:_______________________________
Name:____________________________
Title:_____________________________
Date:_____________________________
2
Exhibit
T (continued) to the Professionally Managed Portfolios Custody
Agreement
GLOBAL
SUB-CUSTODIAL SERVICES
ANNUAL
FEE SCHEDULE at _________, 2009
|
||||||||
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
15.00
|
$40
|
Lithuania
|
All
|
20.00
|
$50
|
|
Australia
|
All
|
2.00
|
$30
|
Luxembourg
|
All
|
4.00
|
$25
|
|
Austria
|
All
|
3.50
|
$35
|
Malaysia
|
All
|
6.00
|
$80
|
|
Bahrain
|
All
|
50.00
|
$140
|
Mali
|
All
|
40.00
|
$155
|
|
Bangladesh
|
All
|
40.00
|
$150
|
Malta
|
All
|
22.00
|
$75
|
|
Belgium
|
All
|
2.50
|
$45
|
Mauritius
|
All
|
30.00
|
$100
|
|
Benin
|
All
|
40.00
|
$155
|
Mexico
|
All
|
3.00
|
$20
|
|
Bermuda
|
All
|
15.00
|
$60
|
Morocco
|
All
|
35.00
|
$100
|
|
Botswana
|
All
|
25.00
|
$50
|
Namibia
|
All
|
30.00
|
$50
|
|
Brazil
|
All
|
15.00
|
$35
|
Netherlands
|
All
|
3.00
|
$25
|
|
Bulgaria
|
All
|
40.00
|
$80
|
New
Zealand
|
All
|
3.00
|
$40
|
|
Burkina
Faso
|
All
|
40.00
|
$155
|
Niger
|
All
|
40.00
|
$155
|
|
Canada
|
All
|
1.25
|
$12
|
Nigeria
|
All
|
30.0
|
$50
|
|
Cayman
Islands
|
All
|
1.00
|
$10
|
Norway
|
All
|
3.00
|
$45
|
|
Channel
Islands
|
All
|
1.50
|
$25
|
Oman
|
All
|
50.00
|
$140
|
|
Chile
|
All
|
20.00
|
$60
|
Pakistan
|
All
|
30.00
|
$100
|
|
China“A”
Shares
|
All
|
15.00
|
$65
|
Palestinian
|
All
|
45.00
|
$140
|
|
China“B”
Shares
|
All
|
15.00
|
$65
|
Peru
|
All
|
45.00
|
$105
|
|
Columbia
|
All
|
40.00
|
$100
|
Philippines
|
All
|
8.00
|
$75
|
|
Costa
Rica
|
All
|
15.00
|
$60
|
Poland
|
All
|
25.00
|
$50
|
|
Croatia
|
All
|
35.00
|
$65
|
Portugal
|
All
|
15.00
|
$85
|
|
Cyprus
|
All
|
15.00
|
$45
|
Qatar
|
All
|
45.00
|
$140
|
|
Czech Republic
|
All
|
20.00
|
$50
|
Romania
|
All
|
35.00
|
$100
|
|
Denmark
|
All
|
3.00
|
$50
|
Russia
|
Equities/Bonds
|
30.00
|
$200
|
|
Ecuador
|
All
|
35.00
|
$65
|
Russia
|
MINFIN
|
15.00
|
$50
|
|
Egypt
|
All
|
40.00
|
$100
|
Senegal
|
All
|
40.00
|
$155
|
|
Estonia
|
All
|
7.00
|
$25
|
Serbia
|
All
|
65.00
|
$175
|
|
Euromarkets(3)
|
All
|
1.50
|
$10
|
Singapore
|
All
|
3.00
|
$40
|
|
Finland
|
All
|
5.00
|
$45
|
Slovak Republic
|
All
|
25.00
|
$110
|
|
France
|
All
|
2.50
|
$45
|
Slovenia
|
All
|
25.00
|
$110
|
|
Germany
|
All
|
1.00
|
$30
|
South
Africa
|
All
|
3.00
|
$15
|
|
Ghana
|
All
|
25.00
|
$50
|
South
Korea
|
All
|
10.00
|
$20
|
|
Greece
|
All
|
20.00
|
$105
|
Spain
|
All
|
3.00
|
$50
|
|
Guinea Bissau
|
All
|
50.00
|
$155
|
Sri
Lanka
|
All
|
15.00
|
$60
|
|
Hong
Kong
|
All
|
6.00
|
$60
|
Swaziland
|
All
|
30.00
|
$50
|
|
Hungary
|
All
|
35.00
|
$135
|
Sweden
|
All
|
2.00
|
$45
|
|
Iceland
|
All
|
15.00
|
$60
|
Switzerland
|
All
|
2.00
|
$50
|
|
India
|
All
|
10.00
|
$105
|
Taiwan
|
All
|
20.00
|
$100
|
|
Indonesia
|
All
|
12.00
|
$100
|
Thailand
|
All
|
6.00
|
$45
|
|
Ireland
|
Equities
|
3.00
|
$30
|
Togo
|
All
|
40.00
|
$155
|
|
Ireland
|
Gov’t
Bonds
|
1.50
|
$10
|
Trinidad
& Tobago
|
All
|
30.00
|
$65
|
|
Israel
|
All
|
15.00
|
$45
|
Tunisia
|
All
|
40.00
|
$45
|
|
Italy
|
All
|
3.00
|
$50
|
Turkey
|
All
|
15.00
|
$15
|
|
Ivory
Coast
|
All
|
40.00
|
$155
|
UAE
|
All
|
45.00
|
$130
|
|
Jamaica
|
All
|
35.00
|
$50
|
United
Kingdom
|
All
|
1.50
|
$10
|
|
Japan
|
All
|
1.50
|
$15
|
Ukraine
|
All
|
30.00
|
$45
|
|
Jordan
|
All
|
40.00
|
$125
|
Uruguay
|
All
|
50.00
|
$65
|
|
Kazakhstan
|
All
|
60.00
|
$150
|
Venezuela
|
All
|
40.00
|
$125
|
|
Kenya
|
All
|
30.00
|
$50
|
Vietnam
|
All
|
40.00
|
$130
|
|
Latvia
|
Equities
|
15.00
|
$75
|
Zambia
|
All
|
30.00
|
$50
|
|
Latvia
|
Bonds
|
25.00
|
$90
|
Zimbabwe
|
All
|
30.00
|
$50
|
|
Lebanon
|
All
|
25.00
|
$90
|
Base
Fee - A monthly
base charge of $1,200.00 per account
(fund) will apply.
Notes:
(1)
|
Fee
is expressed in basis points per annum where one basis point equals one
hundredth of one percent (.01%) and is calculated based upon month-end
market value, unless stated
otherwise.
|
(2)
|
A
transaction is defined as a receipt or delivery versus payment, a free
receive or deliver, maturities, or security transaction related to
corporate events.
|
(3)
|
Euroclear
– Eurobonds only. Eurobonds are held in Euroclear at a standard
rate, but other types of securities (including but not limited to
equities, domestic market debt and mutual funds) will be subject to a
surcharge. In addition, certain transactions that are delivered
within Euroclear or from a Euroclear account to a third party depository
or settlement system, will be subject to a surcharge (surcharge schedule
available upon request)
|
§
|
Note,
for all other markets specified above, surcharges may apply if a security
is held outside of the local
market.
|
3
Straight
Through Processing – fees waived
For
non-US resident clients investing in the U.S. market:
Fees for
US custody are provided on the basis that if assets are held in an omnibus
account for multiple underlying clients, the Client will take the necessary
action to attain Qualified Intermediary (QI) status for US IRS withholding tax
purposes. Should the Client fail to take the necessary action, the
fee quoted would be subject to review, and all costs incurred by The Bank of New
York in fulfilling its obligations under the US regulations would be passed to
the Client. Please refer to the separate Non-Resident Alien (NRA) fee
schedule.
Note: for the clients who are
the sole beneficial owner of the assets held in their account with The Bank of
New York and the client has provided a “W8Ben” form per account stating their
ownership of the assets, the above will not apply.
Cash
Transactions
|
§
|
Currency Trade - $10.00 per
transaction
|
|
§
|
3rd Party Foreign Exchange
– a Foreign Exchange transaction undertaken through a third party
will be charged $50.
|
Standard
Non-U.S. Proxy Services Fees
|
§
|
Notification $5
|
|
§
|
Vote
$10
|
|
§
|
Relationship
Set Up
Fee $100
|
Tax Reclamation Services – may
be subject to additional charges depending upon the service level
agreed. Tax reclaims that have been outstanding for more than 6 (six)
months with the client will be charged $50 per
claim.
Communication
Fees
|
§
|
INFORM – Access to The
Bank of New York proprietary application, INFORM, for standard custody
instructions and reporting will be provided at a cost of USD 200 per month
including installation and
training.
|
|
§
|
SWIFT Reporting and Message
Fees – the following fees will apply in respect of client requested
SWIFT reports and messages:
|
|
§
|
Cash Reporting
–
|
|
·
|
MT900 – Cash Debit
Advice
$1.80
each
|
|
·
|
MT910 – Cash Credit
Advice
$1.80
each
|
|
·
|
MT940 – Detail Cash
Statement $1.00 per
message
|
|
·
|
MT950 – Cash
Statement
$1.00 per
message
|
|
§
|
Securities
Position Reporting
|
|
·
|
MT535 – Statement of
Holdings $2.00 per
message
|
One MT535
will be issued per account per month free of charge.
|
·
|
MT536 – Statement of
Transactions $2.00 per
message
|
|
·
|
MT537 – Statement of
Pendings $2.00 per
message
|
|
§
|
Confirmations
|
|
·
|
MT544 – Receive Free
Confirm
$1.00 per
message
|
|
·
|
MT545 – Receive Against
Payment
Confirm $1.00 per
message
|
|
·
|
MT546 – Deliver Free
Confirm
$1.00 per
message
|
|
·
|
MT547 – Deliver Against
Payment
Confirm $1.00 per
message
|
|
§
|
Facsimile
Reporting Fees
|
|
·
|
Corporate
Actions
Notifications $2.00 per
notification
|
|
·
|
Cash
and Securities
Reports $1.00 per
page
|
Out
of Pocket Expenses
|
§
|
Charges
incurred by The Bank of New York for local taxes, stamp duties or other
local duties and assessments, stock exchange fees, postage and insurance
for shipping, facsimile reporting, extraordinary telecommunications fees
or other expenses which are unique to a country in which the client or its
clients is investing will be passed along as
incurred.
|
|
§
|
A
surcharge may be added to certain out-of-pocket expenses listed herein to
cover handling, servicing and other administrative costs associated with
the activities giving rise to such expenses. Also, certain
expenses are charged at a predetermined flat
rate.
|
Advisor’s
Signature below acknowledges approval of the global sub-custodial fee schedule
on this Exhibit T.
Windowpane
Advisors, L.L.C.
By:_______________________________
Name:____________________________
Title:_____________________________ Date:_____________________
4